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NEVADA LIMITED LIABILITY COMPANY OPERATING AGREEMENT
FOR
_________Karl Loren LLC__________________
This Company Agreement of this MANAGER MANAGED LIMITED LIABILITY COMPANY organized pursuant
to Chapter 86 of the Nevada Limited Liability Companies Statutes, is entered into and shall become
effective as of the Effective Date by and among the Company and the persons executing this Agreement
as Members. It is the Members express intention to create a limited liability company in accordance
with the Act, as currently written or subsequently amended or redrafted. Therefore, all provisions of
this document shall be construed consistent with the afore described intent of the Members.
Accordingly, in consideration of the conditions contained herein, he/she/they agree as follows:
ARTICLE I
Company Formation
1.1
FORMATION. The Members hereby form a Limited Liability Company ("Company")
subject to the provisions of state law as currently in effect as of this date. Articles of
Organization shall be filed with the Secretary of State.
1.2
REGISTERED OFFICE AND AGENT. Pursuant to NRS 86.231-86.261, the name and
address of the initial Nevada registered agent for service of process shall be as stated in
the Articles of Organization.
1.3
TERM. The Company shall continue for a perpetual period.
(a) Members whose capital interest as defined in Article 2.2 exceeds 50 percent vote for
dissolution; or
(b) Any event which makes it unlawful for the business of the Company to be carried on
by the Members; or
(c) Any other event causing dissolution of this Limited Liability Company under
applicable state laws.
1.4
CONTINUANCE OF COMPANY. Notwithstanding the provisions of ARTICLE 1.3, in the
event of an occurrence described in ARTICLE 1.3(c), if there are at least one remaining
Member(s), said remaining Member)s) shall have the right to continue the business of
the Company
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1.5
BUSINESS PURPOSE. The Company shall conduct any and all lawful business deemed
appropriate to execute the company’s objectives.
1.6
PRINCIPAL PLACE OF BUSINESS. The location of the principal place of business of the
Company shall be as stated in the Articles of Organization or at a location as the
Managers select.
1.7
THE MEMBERS. The name and place of residence of each member are listed below at
Certification of Members. Members are the owners of this company.
1.8
ADMISSION OF ADDITIONAL MEMBERS. Except as otherwise expressly provided in the
Agreement, no additional members may be admitted to the Company through issuance
by the company of a new interest in the Company without the prior unanimous written
consent of the Members.
ARTICLE II
Capital Contributions
2.1
INITIAL CONTRIBUTIONS. The Members initially shall contribute to the Company capital
and the company shall keep record of the amount each contributed.
2.2
ADDITIONAL CONTRIBUTIONS. Except as provided in ARTICLE 6.2, no Member shall be
obligated to make any additional contribution to the Company's capital.
ARTICLE III
Profits, Losses and Distributions
3.1
PROFITS/LOSSES. For financial accounting and tax purposes the Company's net profits
or net losses shall be determined on an annual basis and shall be allocated to the
Members in proportion to each Member's relative capital interest in the Company, and
as amended from time to time in accordance with Treasury Regulation 1.704-1.
3.2
DISTRIBUTIONS. The Members shall determine and distribute available funds annually
or at more frequent intervals as they see fit. Available funds, as referred to herein, shall
mean the net cash of the Company available after appropriate provision for expenses
and liabilities, as determined by the Managers. Distributions in liquidation of the
Company or in liquidation of a Member's interest shall be made in accordance with the
positive capital account balances pursuant to Treasury Regulation 1.704-l(b)(2)(ii)(b)(2).
To the extent a Member shall have a negative capital account balance, there shall be a
qualified income offset, as set forth in Treasury Regulation 1.704-l(b)(2)(ii)(d).
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ARTICLE IV
Management
4.1
MANAGEMENT OF THE BUSINESS. This company shall be manager managed. The initial
elected managers are set forth in the articles of organization filed with the appropriate
State agency. If the appropriate State agency does not require the Managers names be
set for the in the articles of organization, or the organizer elects not to set forth the
names of the Managers in the articles of organization, the Members may elect the
Managers in this agreement in the certification of Managers. Members holding a
majority of the capital interests in the Company may elect Managers as the Members
determine. Managers listed in the articles of organization and/or this agreement will
serve as the Managers of this company until a meeting of members is held and new
Manager(s) elected.
4.2
MEMBERS. Members shall not take part in the operation of the Company's affairs,
unless they are elected Managers.
4.3
POWERS OF MANAGERS. The Managers, as authorized by Members, will make decisions
as to (a) the sale, development lease or other disposition of the Company's assets; (b)
the purchase or other acquisition of other assets of all kinds; (c) the management of all
or any part of the Company's assets; (d) the borrowing of money and the granting of
security interests in the Company's assets; (e) the pre-payment, refinancing or
extension of any loan affecting the Company's assets; (f ) the compromise or release of
any of the Company's claims or debts; and, (g) the employment of persons, firms or
corporations for the operation and management of the company's business. In the
exercise of their management powers, the Managers are authorized to execute and
deliver (a) all contracts, conveyances, assignments leases, sub-leases, franchise
agreements, licensing agreements, management contracts and maintenance contracts
covering or affecting the Company's assets; (b) all checks, drafts and other orders for
the payment of the Company's funds; (c) all promissory notes, loans, security
agreements and other similar documents; and, (d) all other instruments of any other
kind relating to the Company's affairs, whether like or unlike the foregoing.
4.4
NOMINEE. Title to the Company's assets shall be held in the Company's name or in the
name of any nominee that the Managers may designate. The Managers shall have
power to enter into a nominee agreement with any such person, and such agreement
may contain provisions indemnifying the nominee, except for his willful misconduct.
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4.5
COMPANY INFORMATION. Upon request, the Managers shall supply to any member
information regarding the Company or its activities. Each Member or his authorized
representative shall have access to and may inspect and copy all books, records and
materials in the Manager's possession regarding the Company or its activities. The
exercise of the rights contained in this ARTICLE 4.6 shall be at the requesting Member's
expense.
4.6
EXCULPATION. Any act or omission of the Managers, the effect of which may cause or
result in loss or damage to the Company or the Members if done in good faith to
promote the best interests of the Company, shall not subject the Managers to any
liability to the Members
4.7
INDEMNIFICATION. The Company shall indemnify any person who was or is a party
defendant or is threatened to be made a party defendant, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, or investigative (other than an
action by or in the right of the Company) by reason of the fact that he is or was a
Member of the Company, Manager, employee or agent of the Company, or is or was
serving at the request of the Company, for instant expenses (including attorney's fees),
judgments, fines, and amounts paid in settlement actually and reasonably incurred in
connection with such action, suit or proceeding if the Members determine that he acted
in good faith and in a manner he reasonably believed to be in or not opposed to the
best interest of the Company, and with respect to any criminal action proceeding, has
no reasonable cause to believe his/her conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of
"no lo Contendere" or its equivalent, shall not in itself create a presumption that the
person did or did not act in good faith and in a manner which he reasonably believed to
be in the best interest of the Company, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his/her conduct was lawful.
4.8
RECORDS. The Managers shall cause the Company to keep at its principal place of
business or at another location agreeable by the Members, the following:
(a) A current list in alphabetical order of the full name and the last known street
address of each Member;
(b) A copy of the Certificate of Formation and the Company Operating Agreement and
all amendments;
(c) Copies of the Company's federal, state and local income tax returns and reports, if
any, for the three most recent years;
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(d) Copies of any financial statements of the limited liability company for the three most
recent years.
ARTICLE V
Compensation
5.1
MANAGEMENT FEE. Any Manager rendering services to the Company shall be entitled
to compensation commensurate with the value of such services as all members agree
upon.
5.2
REIMBURSEMENT. The Company shall reimburse the Managers or Members for all
direct out-of-pocket expenses incurred by them in managing the Company.
ARTICLE VI
Bookkeeping
6.1
BOOKS. The Managers shall maintain complete and accurate books of account of the
Company's affairs at the Company's principal place of business or at another location
agreeable by the Members. Such books shall be kept on such method of accounting as
the Managers shall select. The company's accounting period shall be the calendar year.
6.2
MEMBER'S ACCOUNTS. The Managers shall maintain separate capital and distribution
accounts for each member. Each member's capital account shall be determined and
maintained in the manner set forth in Treasury Regulation 1.704-l(b)(2)(iv) and shall
consist of his initial capital contribution increased by:
(a) Any additional capital contribution made by him/her;
(b) Credit balances transferred from his distribution account to his capital account;
and decreased by:
(a) Distributions to him/her in reduction of Company capital;
(b) The Member's share of Company losses if charged to his/her capital account.
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6.3
REPORTS. The Managers shall close the books of account after the close of each
calendar year, and shall prepare and send to each member a statement of such
Member's distributive share of income and expense for income tax reporting purposes.
ARTICLE VII
Transfers
7.1
ASSIGNMENT. If at any time a Member proposes to sell, assign or otherwise dispose of
all or any part of its interest in the Company, Member shall comply with the following
procedures:
(a) First make a written offer to sell such interest to the other Member(s) at a price
determined in writing. At this point exiting member may not make this intention
publicly known. If such other Members decline or fail to elect such interest within sixty
(60) days, the exiting member may advertise its membership interest for sale as it sees
fit.
(b) If a member has a buyer of members interest, the other current member(s) have first
right of refusal to purchase the exiting members interest for the agreed purchase price.
If there are more than one current remaining members, remaining members may
combine funds to purchase the exiting members interest. Exiting member must show
that potential purchaser has full certified funds, or the ability to get full certified funds
before the first right of refusal period starts. Current members have 60 days to buy
exiting members interest if they so desire.
(c) Pursuant to the applicable law, current members may unanimously approve the sale
of exiting members’ interests to grant full membership benefits and functionality to the
new member. The current remaining members must unanimously approve the sale, or
the purchaser or assignee will have no right to participate in the management of the
business, affairs of the Company, or member voting rights. The purchaser or assignee
shall only be entitled to receive the share of the profits or other compensation by way
of income and the return of contributions to which that Member would otherwise be
entitled. Exiting member must disclose to buyer or assignee if current members will not
approve the sale.
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7.2
VALUATION OF EXITING MEMBERS INTEREST. If a member wants to exit the LLC, and
does not have a buyer of its membership interest, exiting member will assign its interest
to current members according to the following set forth procedures:
(a) A value must be placed upon this membership interest before assigned.
(b) If exiting member and current members do not agree on the value of this
membership interest, exiting member must pay for a certified appraiser to appraise the
LLC company value, and the exiting members’ value will be assigned a value according
to the exiting members’ interest percentage.
(c) The current members must approve the certified appraiser used by exiting member.
Current members have 30 days to approve the exiting members certified appraiser. If
current members disapprove the certified appraiser, they must show evidence to
support their disapproval of the certified appraiser as a vendor qualified to make the LLC
business appraisal. Current members may not stall the process by disapproving all
certified appraisers.
(d) Upon completion of a certified appraiser placing a value on the LLC, a value will be
placed on exiting members’ interest according to exiting members’ percentage of
membership interest.
(e) If current members disagree with the value placed on exiting members’ interest,
current members must pay for a certified appraiser to value the LLC and exiting
members’ interest according to the same terms.
(f) Current members’ appraiser must be completed within 60 days or right of current
members to dispute the value of exiting members interest expires.
(g) Upon completion of current members certified appraiser, the exiting member must
approve the value placed on exiting members’ interest. Exiting member has 30 days to
approve this value.
(h) If exiting member does not approve current members’ appraiser value, the value of
the LLC will be determined by adding both parties’ values, then dividing that value in
half, then creating the value of the exiting members’ interest according to the exiting
members’ percentage of membership interest.
7.2
DISTRIBUTION OF EXITING MEMBERS INTEREST. Upon determination of exiting
members’ interest value, the value will be a debt of the LLC. The exiting member will
only be able to demand payment of this debt at dissolution of the LLC or the following
method:
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(a) LLC will make timely payments.
(b) LLC will only be required to make payments towards exiting members’ debt if LLC is
profitable and passed income to current members.
(c) LLC must make a debt payment to exiting member if LLC passed income of 50% of
the total determined value of the exiting members’ interest in one taxable year.
(Example: If exiting members’ value was $100,000 and current member(s) received
$50,000 taxable income in the taxable year, the LLC would owe a debt payment to
exiting member. If current member(s) only received $90,000 in passed income, there
would be no payment due.)
(d) Debt payment must be at least 10% of the value of the passed income to current LLC
members.
(e) LLC must make payment to exiting member within 60 days of the end of the taxable
year for the LLC.
(f) Payment schedule will continue until exiting members debt is paid by LLC.
(g) If LLC dissolves, exiting member will be a regular debtor and payment will follow
normal LLC dissolution payment statutes.
(h) Exiting members’ value of membership interest it assigned current members may
NOT accrue interest.
(i) LLC can pay off amount owed to exiting member at any time if it so desires.
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LISTING OF MANAGERS
NRS 86.291, the undersigned hereby agree to serve as managers for this LLC.
Signed this _____ day of ____________________, 20_____.
____________________________ Signature
Chief Executive Manager
_________________________________ Printed Name
_________________________________ Address
_________________________________ Address
_____________________________ Signature _________________________________ Printed Name
Manager
_________________________________ Address
_________________________________ Address
_____________________________ Signature _________________________________ Printed Name
Manager
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_________________________________ Address
_________________________________ Address
_____________________________ Signature _________________________________ Printed Name
Manager
_________________________________ Address
_________________________________ Address
_____________________________ Signature _________________________________ Printed Name
Manager
_________________________________ Address
_________________________________ Address
CERTIFICATION OF MEMBERS
NRS 86.296, the undersigned hereby agree, acknowledge and certify to adopt this Operating
Agreement.
Signed this _____ day of ____________________, 20_____.
It is understood and agreed among all the parties that “Owen L. Charles,” Member, whose address is
shown below, is not present in person to sign for reasons known to all the Members and Managers. It is
therefore agreed among all the parties that the signature of “Owen L. Charles” is authorized to be
affixed by Loren C. Troescher on behalf of Owen L. Charles
____________________________ Signature __Owen L. Charles______________ Printed Name
Member
_________________________________ Address
_________________________________ Address
_____________________________ Signature _________________________________ Printed Name
Member
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_________________________________ Address
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_________________________________ Address
_____________________________ Signature _________________________________ Printed Name
Member
_________________________________ Address
_________________________________ Address
_____________________________ Signature _________________________________ Printed Name
Member
_________________________________ Address
_________________________________ Address
_____________________________ Signature _________________________________ Printed Name
Member
_________________________________ Address
_________________________________ Address
Digitally signed by Karl Loren
DN: cn=Karl Loren, o=Enzacta
Distributorship, ou=Author,
[email protected]
com, c=US
Date: 2012.07.08 05:53:52
-07'00'
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